Business Sales & Acquisitions

We provide a professional yet personalised service to all our clients' and their businesses. Our approach is to listen to our clients objectives and then tailor our services towards their specific requirements in order to meet their goals and achieve the best possible outcome for them. At Hallmark Solicitors we understand the need for excellence, not only in terms of the quality of advice but also in terms of the service and client care that we provide which is why we are committed to excellence.

We have solid experience in assisting our clients in their sale and purchase of businesses in all sectors, particularly in the hotel and leisure sector.

We will draft and advise on:

• Sale and Purchase Agreement
• Non Disclosure Agreements
• Disclosure Agreements
• Warranties Indemnities
• Novation Agreements

We will act for our client in gathering the information required to make a sound business decision.

Obtaining financial information

We will request from the Seller access to business financial records. The financial information received is critically important to our clients understanding of the past profitability of the business concerned. Financial records will also be crucial in terms of raising finance.

We will request on your behalf the information that will be needed to:

• determine the price and what assets are included in the sale we will define what real estate, goodwill, equipment, inventory or otherwise are included in the sale and what is the actual market price of such assets;
• determine the structure of the purchase whether it should proceed as a purchase of assets or share purchase; a going concern or commercial property purchase;
• research the status of any business obligations, liabilities and debts;
• learn the business balance sheets and income statements for the last 3 years and for the current year. Study business tax returns for the past 3 years as it is essential to ensure that all past taxes have been paid;
• In conjunction with your accountant, determine additional working capital that will be needed to keep businesses running after the sale

Operational and Legal Due Diligence

We will need to obtain information regarding:

• the business reputations, dates when the business was established, history of development, business ownership structure;
• Franchise Agreement, if it is used in the business;
• Franchise Fee or Transfer fees;
• improvements, upgrades, or changes within the business operations and what cost implications for such improvements, upgrades and new equipment purchases and Leases;
• any running Leases for the Property, equipment etc and if these Leases are transferable;
• Compliance with Licenses - Health and Safety, Data Protection Regulation;

You will need to:

• know the reasons why the Seller is selling the Business;
• agree non-complete agreements after transfer of ownership;
• be aware of customer product warranties issued by the company that may be future obligations;
• be aware of company staff requirements, policies and key employees;

We would also obtain existing employee contracts and benefit packages and determine if existing employees will stay with the business after the ownership is changed.

With our Head Office based in Hull and two Consulting Offices in London and Leeds we are easily accessible for consultations. Call us on 01482 616 616 or 0800 037 1305 to book a free telephone consultation to discuss your issues and requirements.